(TheNewswire)
Acquisition Rationale andHighlights:
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Accretivetransaction, doubling of UEC’s uranium resources in world-class,politically stable, uranium mining jurisdictions at only a 13.7%dilution to UEC’s outstanding shares (1)
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Pro forma UEC willhave the largest uranium portfolio focused exclusively in theAmericas, located in proven and stable jurisdictions, and combiningdiversified U.S. production and Canadian development assets
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Recent globalevents have set in motion long-term structural changes in the supplychains of energy commodities where security of supply and reduction ofgeopolitical and transportation risk will be key strategicdifferentiators
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On the demandside, there is a growing trend by Western utilities to secure suppliesfrom uranium projects in politically stable jurisdictions
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UEX portfolio iscomprised of 29 uranium projects covering key areas of the producingeastern side and development western side of prolific Athabascabasin
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5 of the 29projects are advanced resource stage and already in strongjoint-venture partnerships with established uranium miners whichallows UEC to remain operationally focused in the U.S. whilebenefiting from a new development pipeline with significantexploration potential in Canada
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UEX complementsUEC’s near-term production-ready and brownfield assets in the U.S.with medium and long-term production potential in Canada
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UEC maintains itsstrong balance sheet with over $180 (2) million of cash and liquid assets, with no debt, supporting productionreadiness and its ability to advance a strengthened projectportfolio
Corpus Christi, TX, and Saskatoon,Saskatchewan – TheNewswire - June 13, 2022 – Uranium Energy Corp. (NYSE American:UEC ) , the “ Company ” or“ UEC ” and UEX Corporation (TSX:UEX ) , “ UEX ” are pleased toannounce they have entered into a definitive arrangement agreement(the “ Agreement ”), pursuant to which UEC will acquire all of the issuedand outstanding common shares of UEX by way of statutory plan ofarrangement (the “ Arrangement ”) under the Canada business CorporationsAct .
Under the terms of the Agreement, each holder of thecommon shares of UEX (each, a “ UEX Share ”) will receive 0.0831 of one UEC share (each, a“ UEC Share ”) in exchange for each UEX Share. This share exchangeratio implies consideration of approximately C$0.43 (3) per UEX Shareand a premium of approximately 50% based on the closing price ofUEX’s shares on the Toronto Stock Exchange (the “ TSX ”) on June 10,2022.
At closing, existing UEC and UEX shareholders will ownapproximately 86.3 % and 13.7 %, respectively, ofUEC based on current outstanding common shares.
Notes :
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(1) Subject to the completion oftechnical reports by UEC after closing
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(2) See UEC news release datedJune 8, 2022; Subsequent to the closing of the Anfield indebtedness,and the pending return of certain surety amounts related to the U1Americas transaction; Equity holdings include 15M shares of UraniumRoyalty Corp (UROY)
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(3) Based on a spot exchange rateon June 10, 2022 of 1.2777 Canadian dollars per U.S. dollar
Amir Adnani, President and CEO of UEC, stated:“UEC’s acquisition of Uranium One Americas, Inc. in December 2021marked the largest M&A transaction in the uranium sector in abouta decade. Thetransaction was highly accretive for the Company, and we have seen avery positive response from our shareholders and themarketplace. The strategic acquisition of UEXhas the same characteristics and will grow our diversified portfolioin the politically stable and mining friendly jurisdiction of Canada.It also marks the largest North American M&A transaction in theuranium sector following the U1A acquisition. This transactionunderscores UEC’s sector leading strategy as the fastest growing,pure play, 100% un-hedged uranium company with assets only in theWestern hemisphere. As with the U1A acquisition, the purchase price isequal to only 13.7 % of the pro forma market capitalization, yet the acquisitionis expected to more than double the size of our attributable measuredand indicated uranium resources. This opportunity provides entry intotwo of Canada’s most prospective uranium districts in Saskatchewanand Nunavut, and cements UEC’s position as not only a leadingAmerican uranium mining company but a North American one as well. Wecommend Roger Lemaitre and the UEX team for having assembled andadvanced this highly prospective portfolio and look forward to workingwith their experienced and professional Canadian team. They will be ofgreat benefit to UEC moving forward. Furthermore, the key projects inthe UEX portfolio are already in joint venture partnerships withuranium producers, including Cameco and Orano, and we look forward toworking with them as the projects continue development towardsproduction.”
Roger Lemaitre, President and CEO of UEX, commented:“This transaction with UEC reflects the efforts of the UEX team tocreate value through building an attractive strategic portfolio ofassets and ultimately delivers a great outcome for UEX shareholdersand complements our recent acquisition of JCU (Canada) ExplorationCompany Limited (“ JCU ”). The combination of UEC and UEX bringstogether two very strong and complementary portfolios and, in additionto a significant premium, provides our shareholders with theopportunity to participate in the continued growth of UEC. UEXshareholders will gain substantial exposure to production-readylow-cost U.S. ISR (in situ recovery) mining assets, a substantialphysical uranium portfolio, a strong balance sheet and access tocapital. I look forward to seeing UEC’s management team continue toexecute on their growth strategy and build upon the success we havealready seen with UEX’s portfolio of assets.”
Additional Benefits of theAcquisition to UEX shareholders
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UEC's strong balance sheet and liquidity provides UEXwith additional capital to fund continued exploration and growthinitiatives at its projects in the Athabasca basin andNunavut
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Provides UEX's shareholders with substantial exposureto production-ready uranium assets in the United States, complementingUEX's current portfolio of development stage assets in Canada
UEX Asset Portfolio Overview
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49.1% ownership inShea Creek (operated by Orano, 50.9% ownership): Currently one of the largest undeveloped deposits in theAthabasca Basin, hosts 67.6M lbs. U of Indicatedand 28.1M lbs. U of Inferred resources (100%basis) (1)
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100% ownership inHorseshoe-Raven: Open pit amenable projectlocated only 4 kms from Cameco’s Rabbit Lake Mill, hosts 37.4M lbs.U of Indicated resources (100% basis) (2)
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82.8% ownership inChristie Lake: Resource stage asset located inthe Athabasca basin that hosts 20.4M lbs. U ofInferred resource (100% basis) (3)
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16.9% ownership inKiggavik (operated by Orano, 66.2% ownership): Feasibility stage project located in Nunavut, Canada thathosts 127.3M lbs. U of Indicated and 5.4M lbs.U of Inferred resource (100% basis) (treated asa historical estimate for the purposes of National Instrument 43-101– Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) (4)
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15% ownership inMillennium (operated by Cameco, 69.9% ownership): Feasibility stage project located between McArthur River Mineand Key Lake Mill that hosts 75.9M lbs. U of Indicated and 29.0M lbs. U of Inferred resource (100% basis) (treated as a historical estimatefor the purposes of NI 43-101) (5)
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5% ownership inWheeler River (operated by Denison, 95% ownership): Denison completed a PFS in 2018 highlighting robusteconomics. The Wheeler River project hosts a total of 132.1M lbs.U of Indicated (inclusive of 109.4M lbs.U probable reserves) and 3.0M lbs. U of Inferred resources (100% basis) (treated as a historicalestimate for the purposes of NI 43-101) (6)
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Other Projects: The remainder of UEX’s portfolio consists ofone resource-level project, four mid-stage projects and 18 grassrootsprojects which will help provide further resource growth and long-termproduction sustainability for UEC
For mineral resource estimates referenced above as“historical estimates”, UEX and UEC are not treating thisinformation as current mineral resources, have not verified thisinformation and are not relying on it. A qualified person has not donesufficient work to classify these historical estimates as currentmineral resources. UEX and UEC currently do not plan to conduct workto verify the historical estimates other than using them to guideexploratory and possible development work.
UEC Asset Portfolio Overview
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Wyoming Hub SpokeISR Portfolio: Seven satellite projects, with a combinedMeasured and Indicated resource of 62M lbs. U and 7M lb s. U ofInferred resources, and the Irigaray Processing Plant with a licensedproduction capacity of 2.5M lbs./year (7)
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Texas Hub SpokeISR Portfolio: Four satellite projects, with acombined Measured and Indicated resource of 6.5M lbs. U and 12.5M lbs. U of Inferredresources, and the Hobson Processing Plant with an installedproduction capacity of 2M lbs./year (8)
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Other Projects: U.S. Hardrock pipeline,Paraguay ISR uranium portfolio, Paraguay Titanium business and theDiabase project in the Athabasca Basin
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Physical UraniumPortfolio: A 5M lb. physical portfolio of U.S.warehoused uranium (U ).
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Strategic EquityInterest: 16 % equity stakein Uranium Royalty Corp.
Readers are cautioned that resources reported by UEXhave been prepared and reported pursuant to the disclosure standardsrequired by NI 43-101, and the resources reported by UEC have beenprepared pursuant to the disclosure standards required underRegulation S-K subpart 1300 (“ S-K 1300 ”) adopted by the United StatesSecurities and Exchange Commission for filings under the U.S.Securities Act of 1933, as amended, and under the U.S. SecuritiesExchange Act of 1934, as amended. Resources that are reported pursuantto S-K 1300 may not qualify as resources under NI 43-101 or may differfrom resources prepared under NI 43-101, and vice versa.
Transaction Conditions &Timing
UEX intends to call a meeting of shareholders to beheld in August 2022 toseek shareholder approval for the Arrangement (the “ UEX Meeting ”).Completion of the Arrangement will require:
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approval of at least 66 2/3% of the votes cast by UEXshareholders at the UEX Meeting, and
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approval of a simple majority of the votes cast by UEX shareholders at the UEXMeeting, excluding votes from certain management shareholders, asrequired under Multilateral Instrument 61-101.
Completion of the Arrangement is also subject to thereceipt of court and stock exchange approvals, and other customaryclosing conditions for transactions of this nature, such as InvestmentCanada approval.
The Agreement provides for, among other things,non-solicitation covenants, with “fiduciary out” provisions thatallow UEX to consider and accept a superior proposal, subject to a“right to match period” in favour of UEC. The Agreement also provides for a termination fee ofUS$8 .25 million to be paidby UEX to UEC if the Agreement is terminated in certain specifiedcircumstances. In addition, under theAgreement UEC has agreed to provide UEX with C$5 million funding byway of a private placement of UEX Shares at a price of C$0.43 per UEXShare (the “ PrivatePlacement ”). Closing of the Private Placementis subject to the approval of the TSX.
The Arrangement has been unanimously approved by theBoard of Directors of UEX. The directors and senior officers of UEX,holding in aggregate approximately 0.5 % of the issued and outstanding UEXShares, have entered into voting support agreements with UEC, pursuantto which they have agreed to vote their shares in favour of theArrangement at the UEX Meeting. TD Securities and Sprott CapitalPartners have provided opinions to the UEX Board of Directors to theeffect that, as of the date thereof, and based upon and subject to theassumptions, limitations and qualifications stated in such opinions,the consideration to be received by UEX shareholders pursuant to theArrangement is fair, from a financial point of view, to suchshareholders.
The transaction is expected to close in the third quarter of2022.
Advisors and Counsel
BMO Capital Markets and Rothschild & Co are actingas financial advisor to UEC in connection with the transaction.McMillan LLP is acting as legal advisor to UEC.
TD Securities and Sprott Capital Partners are acting asfinancial advisors to UEX in connection with the transaction. KoffmanKalef LLP is acting as legal advisor to UEX.
Webcast and Conference Call
UEC and UEX will host a joint webcast on June 13, 2022at 8:00 AM Pacific Time( 11:00 AM Eastern Time),for members of the investment community to discuss the Arrangement.Webcast information are provided below.
Webcast URL | |
https://www.bigmarker.com/vid-conferences/VID-Town-Hall?utm_bmcr_source=irinc |
Notes on TechnicalDisclosure
The technical information in this news release relating to UEC hasbeen reviewed by Clyde L. Yancey, P.G., Vice President-Exploration forUEC, being a Qualified Person under Item 1302 of Regulation S-K-1300and NI 43-101
The technical information relating to UEX in this news release hasbeen reviewed and approved by Roger Lemaitre, P.Eng., P.Geo., UEX’sPresident and CEO.
Notes :
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(1) NI 43-101 Technical Report“2022 Technical Report on the Shea Creek Project, Saskatchewan”with an effective date of January 1, 2022, a copy of which isavailable under UEX Corporation’s profile on SEDAR at www.sedar.com . Theseresources are reported in accordance with the CIM definition standardsadopted by the Canadian Institute of Mining, Metallurgy and Petroleumcouncil on May 19, 2014 (the “ CIM Definition Standards ”)
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(2) NI 43-101 Technical Report“2021 Technical Report on the Horseshoe-Raven Project,Saskatchewan” with an effective date of December 31, 2021, a copy ofwhich is available under UEX Corporation’s profile on SEDAR at www.sedar.com . These resources are reported inaccordance with the CIM Definition Standards
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(3) NI 43-101 Technical Report“Technical Report for the Christie Lake Uranium Project,Saskatchewan, Canada” with an effective date of December 31, 2021, acopy of which is available under UEX Corporation’s profile on SEDARat www.sedar.com . These resources are reported inaccordance with the CIM Definition Standards.
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(4) Kiggavik resources as reportedby Orano in their 20 21 Activities Report available on their website at https://www.orano.group/docs/default-source/orano-doc/finance/publications-financieres-et-reglementees/2021/orano-annual-activity-report-2021.pdf?sfvrsn=a2e56244_8 converted from tonnes U to pounds U and from %U to %U . The reader is cautioned thatneither UEC or UEX are aware whether Orano’s reporting of resources conforms to NI 43-101 and CIMguidelines. These are treated by the UEX and UEC as historic resourceestimates. There are no other estimates available to UEC or UEX.
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(5) Millennium resources asreported by Cameco on their website at https://www.cameco.com/businesses/uranium-projects/millennium/reserves-resources#measured_and_indicated as of December 31, 2021. The reader is cautioned thatneither UEC or UEX are aware whether Cameco’s reporting of resourcesconforms to NI 43-101 and CIM guidelines. These are treated by theCompany as historic resource estimates Cameco hasreported that the estimates have been prepared in accordance with theCIM Definitions Standards. There are no other estimates available toUEC or UEX.
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(6) Wheeler River resources asreported by Denison’s Prefeasibility Study as posted on October 30,2018 on SEDAR.com using a cut-off grade of 0.2% U3O8 for the GryphonDeposit and 0.8% U3O8 for the Phoenix Deposit. These are treated bythe UEC and UEX as historic resource estimates There are no other estimates available to UEC orUEX.
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(7) The Technical Report Summary( TRS ”)was prepared under S-K 1300 and was filed on April 4, 2022 with theSEC through EDGAR on Form 8-K and is also available on SEDAR as a“Material Document” filed on April 4, 2022. The TRS was preparedon behalf of the Company by WWC Engineering, of Sheridan,Wyoming.
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(8) NI 43-101 Technical Reports onthe Palangana (effective date of January 15, 2010), Goliad (effectivedate of March 7, 2008), Burke Hollow (effective date of November 27,2017) and Salvo (effective date of March 31, 2011) projects; copies ofwhich are available under UEC’s profile on SEDAR at www.sedar.com . Theseresources are reported in accordance with the CIM DefinitionStandards.
About Uranium EnergyCorp
Uranium Energy Corp is America's leading, fastestgrowing, uranium mining company listed on the NYSE American. UEC is apure play uranium company and is advancing the next generation oflow-cost, environmentally friendly ISR mining uranium projects. TheCompany has two production ready ISR hub and spoke platforms in SouthTexas and Wyoming, anchored by fully licensed and operationalprocessing capacity at the Hobson and Irigaray Processing Plants. UECalso has seven U.S. ISR uranium projects with all of their majorpermits in place. Additionally, the Company has other diversifiedholdings of uranium assets, including: 1) one of the largest physicaluranium portfolios of U.S. warehoused U 3 O 8 ; 2) a major equity stake in the only royalty company in thesector, Uranium Royalty Corp; and 3) a pipeline of resource-stageuranium projects in Arizona, New Mexico and Paraguay. The Company'soperations are managed by professionals with a recognized profile forexcellence in their industry, a profile based on many decades ofhands-on experience in the key facets of uranium exploration,development and mining.
About UEXCorporation
UEX is a Canadian uranium and cobalt exploration anddevelopment company involved in an exceptional portfolio of uraniumprojects. UEX’s directly-owned portfolio of projects is located inthe eastern, western and northern perimeters of the Athabasca Basin,the world's richest uranium region which in 2020 accounted forapproximately 8.1% of the global primary uranium production. Inaddition to advancing its uranium development projects through itsownership interest in JCU, UEX is currently advancing several otheruranium deposits in the Athabasca Basin which include the Paul Bay,Ken Pen and ?rora deposits at the Christie Lake Project , the Kianna,Anne, Colette and 58B deposits at its currently 49.1%-owned Shea CreekProject, the Horseshoe and Raven deposits located on its 100%-ownedHorseshoe-Raven Project and the West Bear Uranium Deposit located atits 100%-owned West Bear Project.
Additional Information
Full details of the Arrangement are set out in theAgreement, which will be filed by UEX under its profile on SEDAR atwww.sedar.com. In addition, further information regarding theArrangement will be contained in a management information circular tobe prepared in connection with the UEX Meeting and filed on UEX'sprofile on www.sedar.com at the time that it is mailed tosecurityholders. All securityholders are urged to read the managementinformation circular once it becomes available as it will containadditional important information concerning the Arrangement.
For additional information, please contact:
Uranium Energy Corp InvestorRelations
Toll Free: (866)748-1030
Fax: (361) 888-5041
E-mail: info@uraniumenergy.com
Twitter: @UraniumEnergy
Stock ExchangeInformation:
NYSE American: UEC
Frankfurt Stock Exchange Symbol: U6Z
WKN: AØJDRR
ISN: US916896103
UEX Corporation
Roger Lemaitre, President & CEO
Telephone: (306) 979-3849
Notices to U.S. Investors
Certain projects in the UEX Asset Portfolio contain“historic resources” which have been estimated in compliance withCIM Definition Standards on Mineral Resources and Mineral Reserves butshould not be considered or treated as current resources as definedunder NI 43-101. These resources should be considered a “historicalestimate” as defined under NI 43-101. In each instance, thereliability of the historical estimate is considered reasonable, but aQualified Person has not done sufficient work to classify thehistorical estimate as a current Mineral Resource, and UEC is nottreating the historical estimate as a current Mineral Resource.
The mineral resources referred to in the UEX AssetPortfolio herein have been estimated in accordance with the definitionstandards on mineral resources of the Canadian Institute of Mining,Metallurgy and Petroleum referred to in NI 43-101 and are notcompliant with U.S. Securities and Exchange Commission (the“ SEC ”) Industry Guide 7 guidelines. In addition, measuredmineral resources, indicated mineral resources and inferred mineralresources, while recognized and required by Canadian regulations, arenot defined terms under SEC Industry Guide 7 and are normally notpermitted to be used in reports and registration statements filed withthe SEC. Accordingly, we have not reported them in the United States.Investors are cautioned not to assume that any part or all of themineral resources in these categories will ever be converted intomineral reserves. These terms have a great amount of uncertainty as totheir existence, and great uncertainty as to their economic and legalfeasibility. In particular, it should be noted that mineral resourceswhich are not mineral reserves do not have demonstrated economicviability. It cannot be assumed that all or any part of measuredmineral resources, indicated mineral resources or inferred mineralresources will ever be upgraded to a higher category. In accordancewith Canadian rules, estimates of inferred mineral resources cannotform the basis of feasibility or other economic studies. Investors arecautioned not to assume that any part of the reported measured mineralresources, indicated mineral resources or inferred mineral resourcesreferred to herein are economically or legally mineable.
UEC is now subject to the requirements of RegulationS-K (subpart) 1300 – Disclosure by Registrants Engaged in Mining Operations with respect to disclosure of mining operations that arematerial to it starting with its fiscal year ending July 31, 2022 orsooner if it files a registration statement and can only rely ontechnical information contained in a technical report summary preparedin accordance with Regulation S-K (subpart) 1300.
Safe Harbor Statement
Except for the statements of historical fact containedherein, the information presented in this news release constitutes“forward-looking statements” as such term is used inapplicable United States and Canadian laws. These statementsrelate to analyses and other information that are based on forecastsof future results, estimates of amounts not yet determinable andassumptions of management. Any other statements that express orinvolve discussions with respect to predictions, expectations,beliefs, plans, projections, objectives, assumptions or future eventsor performance (often, but not always, using words or phrases such as“expects” or “does not expect”, “is expected”,“anticipates” or “does not anticipate”, “plans,“estimates” or “intends”, or stating that certain actions,events or results “may”, “could”, “would”, “might” or“will” be taken, occur or be achieved) are not statements ofhistorical fact and should be viewed as “forward-lookingstatements”. Such forward looking statements involve known andunknown risks, uncertainties and other factors which may cause theactual results, performance or achievements of the Company to bematerially different from any future results, performance orachievements expressed or implied by such forward-looking statements.Such risks and other factors include, among others, market and otherconditions, the actual results of exploration activities, variationsin the underlying assumptions associated with the estimation orrealization of mineral resources, the availability of capital to fundprograms and the resulting dilution caused by the raising of capitalthrough the sale of shares, accidents, labor disputes and other risksof the mining industry including, without limitation, those associatedwith the environment, delays in obtaining governmental approvals,permits or financing or in the completion of development orconstruction activities, title disputes or claims limitations oninsurance coverage. Although the Company has attempted to identifyimportant factors that could cause actual actions, events or resultsto differ materially from those described in forward-lookingstatements, there may be other factors that cause actions, events orresults not to be as anticipated, estimated or intended. There can beno assurance that such statements will prove to be accurate as actualresults and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not placeundue reliance on forward-looking statements contained in this newsrelease and in any document referred to in this news release. Certainmatters discussed in this news release and oral statements made fromtime to time by representatives of the Company may constituteforward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995 and the Federal securitieslaws. Although the Company believes that the expectations reflected insuch forward-looking statements are based upon reasonable assumptions,it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends anduncertainties that could cause actual results to differ materiallyfrom those projected. Many of these factors are beyond the Company'sability to control or predict. Important factors that may cause actual results to differ materially and that couldimpact the Company and the statements contained in this news releasecan be found in the Company's filings with the Securities and ExchangeCommission. For forward-looking statements in this news release, theCompany claims the protection of the safe harbor for forward-lookingstatements contained in the Private Securities Litigation Reform Actof 1995. The Company assumes no obligation to update or supplementany forward-looking statements whether as a result of new information,future events or otherwise. This press release shall not constitute anoffer to sell or the solicitation of an offer to buysecurities.
Cautionary Note RegardingForward ? Looking Statements
This news release includes certain“Forward ? LookingStatements” within the meaning of the United States PrivateSecurities Litigation Reform Act of 1995 and “forward ? looking information” underapplicable Canadian securities laws. These forward ? looking statements or informationrelate to, among other things: anticipated benefits of the Arrangementto UEC, UEX and their respective securityholders; the timing andreceipt of required securityholder, court, stock exchange, creditorand regulatory approvals for the Arrangement; the completion of thePrivate Placement; the ability of UEC and UEX to satisfy the otherconditions to, and to complete, the Arrangement; the anticipatedtiming of the mailing of the UEX management information circularregarding the Arrangement, the closing of the Arrangement; futuregrowth potential for UEC and its businesses; and future minedevelopment plans.
In respect of the forward ? looking statements and informationconcerning the anticipated completion of the proposed Arrangement andthe anticipated timing for completion of the Arrangement, the partieshave provided them in reliance on certain assumptions that theybelieve are reasonable at this time, including assumptions as to thetime required to prepare and mail UEX Meeting materials, the abilityof UEX to receive, in a timely manner, the necessary securityholder,court, stock exchange, and regulatory approvals; and the ability ofthe parties to satisfy, in a timely manner, the other conditions tothe closing of the Arrangement. Timing of these matters may change fora number of reasons, including unforeseen delays in preparing materialfor the UEX Meeting; inability to secure necessary securityholder,court, stock exchange, and regulatory approvals in the time assumed orthe need for additional time to satisfy the other conditions to thecompletion of the Arrangement. Accordingly, readers should not placeundue reliance on the forward ? looking statements and information contained in this newsrelease concerning these times.
These statements reflect the parties’ respectivecurrent views with respect to future events and are inherently subjectto significant business, economic, competitive, political and socialuncertainties and contingencies. Such factors include, the synergiesexpected from the Arrangement not being realized; business integrationrisks; fluctuations in general macro ? economic conditions; fluctuations insecurities markets and the market price of UEC shares; fluctuations inthe spot and forward price of uranium or certain other commodities(such as natural gas, fuel oil and electricity); fluctuations in thecurrency markets (such as the Canadian dollar and the U.S. dollar);changes in national and local government, legislation, taxation,controls, regulations and political or economic developments in Canadaand the United States; operating or technical difficulties inconnection with mining or development activities; risks and hazardsassociated with the business of mineral exploration, development andmining (including environmental hazards and industrial accidents);risks relating to the credit worthiness or financial condition ofsuppliers, refiners and other parties with whom the parties dobusiness; inability to obtain adequate insurance to cover risks andhazards; and the presence of laws and regulations that may imposerestrictions on mining, availability and increasing costs associatedwith mining inputs and labour; the speculative nature of mineralexploration and development, including the risks of obtainingnecessary licenses, permits and approvals from government authorities;title to properties; and the factors identified under the caption“Risk Factors” in UEC’s Form 10K and under the caption “RiskFactors” in UEX’s Annual Information Form. In addition, thefailure of UEX to comply with the terms of the Arrangement Agreementmay result in UEX being required to pay a termination fee to UEC, theresult of which could have a material adverse effect on UEX’sfinancial position and results of operations and its ability to fundgrowth prospects and current operations. Although the parties haveattempted to identify important factors that could cause actualresults to differ materially, there may be other factors that causeresults not to be anticipated, estimated or intended. The parties donot intend, and do not assume any obligation, to update theseforward ? lookingstatements or information to reflect changes in assumptions or changesin circumstances or any other events affecting such statements orinformation, other than as required by applicable law.
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